Shape Robotics A/S (“Shape Robotics” or the “Company“) and the shareholders of Sanako Oy (the “Sellers“) have today entered into an investment agreement, according to which Shape Robotics acquires the entire share capital of Sanako Oy (the “Acquisition“). The Acquisition is completed through the Sellers’ in-kind contribution of all shares in Sanako Oy to Shape Robotics in exchange for newly issued shares in Shape Robotics.
Shape Robotics and the Sellers have agreed on a valuation of the entire share capital of Sanako Oy at EUR 8,632,574, which has been confirmed by a valuation report prepared in accordance with section 160 of the Danish Companies Act.
Payment to the Sellers consists of 3,500,000 new shares in Shape Robotics, each with a nominal value of DKK 0.10.
The Sellers have entered into lock-up agreements in respect of the newly issued shares, subject to limited exceptions, covering lock-up periods of 24 months from the date of completion of the Acquisition. Separate agreements have been entered into securing the continuation of the leadership team of Sanako Oy, who will also provide services to Shape Robotics going forward. As part of this set-up the current managing director of Sanako will join Shape Robotics’ leadership team as COO.
Rationale and strategic fit:
Sanako Oy is a Finnish education technology company specializing in digital language learning solutions. With over 20 years of experience and deployments in more than 50,000 classrooms across 114 countries, Sanako has established itself as a leading provider of teacher-led language instruction platforms and AI-supported language acquisition tools. The company also benefits from a global distribution network of over 60 active resellers and a strong presence in key education markets such as France, Germany, India, and Brazil.
The Acquisition allows Shape Robotics to significantly broaden its product portfolio by integrating Sanako’s language learning solutions with Shape Robotics’ STEAM Lab offering. The combined platform will provide schools and educational institutions with a comprehensive suite of tools to support 21st-century learning objectives across science, technology, engineering, arts, mathematics, and language education.
The Acquisition also reinforces Shape Robotics’ position in international markets, with Sanako’s distribution channels complementing Shape Robotics’ growth strategy in Europe, Latin America, and Asia. Sanako Oy’s activities in Vietnam are particularly relevant, where Shape Robotics has held preliminary discussions with public authorities regarding future educational initiatives.
“The acquisition of Sanako marks a major milestone for Shape Robotics. Sanako’s established product line, proven technology, and global reseller network make it a perfect strategic fit with our STEAM-focused mission. Together, we will deliver a broader and more impactful EdTech platform to schools around the world and accelerate our international expansion,” says Mark Robert Abraham, CEO of Shape Robotics.
Financial impact:
Sanako Oy generated revenue of approximately MDKK 15 and a positive EBITDA in FY 2024 (approx. MDKK 7.5 profit). The acquisition is expected to strengthen the consolidated financial performance of Shape Robotics Group through both revenue growth and operational synergies.
Resolution on the capital increase:
In connection with the Acquisition, the board of directors of Shape Robotics has today resolved to exercise part of its authorization under section 4.2 of the company’s articles of association to issue 3,500,000 new shares, each with a nominal value of DKK 0.10, without pre-emption rights for existing shareholders. This corresponds to a total nominal capital increase of DKK 350,000. The new shares are issued to the Sellers in exchange for the in-kind contribution of the entire share capital of Sanako, representing a total agreed value of EUR 8,632,574. The swap parity is based on an agreed market price of DKK 18.4 per new Shape Robotics share with a nominal value of DKK 0.10.
Subscription of the new shares will take place immediately following this announcement.
Once issued, the new shares will carry the same rights as the existing shares. The new shares will be issued through and be registered in the name of the holder with Euronext Securities Copenhagen. All rights, including voting and dividend rights, will accrue to the new shares from the time the capital increase is registered with the Danish Business Authority.
Expected time schedule:
The capital increase will be registered with the Danish Business Authority once Shape Robotics is registered as the owner of the entire share capital of Sanako and the registration with the Danish Business Authority is expected to be completed within five business days. The new shares are expected to be admitted to trading on Nasdaq Copenhagen under the existing ISIN DK0061273125 within three trading days thereafter.
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